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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1999.
REGISTRATION NO. 333-80213
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
-----------------------
GENERAL DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-1673581
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3190 FAIRVIEW PARK DRIVE
FALLS CHURCH, VIRGINIA 22042-4253
(703) 876-3000
(Address of registrant's principal executive offices)
GULFSTREAM AEROSPACE CORPORATION
AMENDED AND RESTATED 1990 STOCK OPTION PLAN,
100TH GULFSTREAM V STOCK OPTION PROGRAM, AND
OPTION GRANTS PURSUANT TO WRITTEN COMPENSATORY
STOCK OPTION AGREEMENTS
(Full title of the plans)
DAVID A. SAVNER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
GENERAL DYNAMICS CORPORATION
3190 FAIRVIEW PARK DRIVE
FALLS CHURCH, VIRGINIA 22042-4253
(703) 876-3000
(Name, address, and telephone number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES PURSUANT TO
THE PLANS: Promptly after the consummation of the "Merger" (as defined herein).
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration
Statement pursuant to the procedure described herein. see "EXPLANATORY
NOTE."
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EXPLANATORY NOTE
General Dynamics Corporation (the "Company") hereby amends its
Registration Statement on Form S-4 (No. 333-80213) (the "S-4") by filing this
Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
relating to its common stock, par value $1.00 per share (the "Common Stock").
The S-4 registers 4,110,100 shares of Common Stock for issuance upon the
exercise of options granted pursuant to the Gulfstream Aerospace Corporation
Amended and Restated 1990 Stock Option Plan, The 100TH Gulfstream V Stock
Option Program and all other options granted pursuant to written Stock Option
Agreements entered into by Gulfstream Aerospace Corporation ("Gulfstream")
(collectively, the "Plans").
Pursuant to an Agreement and Plan of Merger dated as of May 16, 1999,
among the Company, Gulfstream and Tara Acquisition Corporation (a wholly-owned
subsidiary of the Company), the following events (among others) will occur:
(a) Tara Acquisition Corporation will merge into Gulfstream, with Gulfstream
surviving as a wholly-owned subsidiary of the Company (the "Merger"); (b) each
outstanding share of Gulfstream common stock, par value $.01 per share, will be
converted in the Merger into a right to receive one share of Common Stock; (c)
outstanding options to purchase Gulfstream common stock under the Plans will be
converted in the Merger into options to purchase Common Stock; and (d) the
Company will assume the Plans.
Following the consummation of the Merger shares of Common Stock will
be issued to the participants in the Plans upon the exercise of options granted
under the Plans. The purpose of this Registration Statement is to register
shares of Common Stock for such issuance pursuant to the Plans following
consummation of the Merger.
The designation of this Post-Effective Amendment as Registration No.
333-80213-01 denotes that the Post-Effective Amendment relates only to the
shares of Common Stock issuable following consummation of the Merger upon the
exercise of stock options granted under the Plans and that this is the first
Post-Effective Amendment to the S-4 filed with respect to such shares of Common
Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended April 4, 1999;
(c) The Company's Current Report on Form 8-K filed March
5, 1999;
(d) The Company's Current Report on Form 8-K filed June
24, 1999;
(e) The Joint Proxy Statement/Prospectus dated June 25,
1999 filed with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), and
included in the S-4; and
(f) The description of the Common Stock contained in the
Registration Statement on Form S-4 (No. 333-80213).
All documents filed subsequent to the date hereof by the
Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of the filing (each such document, an
"Incorporated Document"). Any statement contained herein or in an Incorporated
Document deemed to be incorporated by reference herein shall be deemed to be
modified or
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superseded for purposes hereof to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's certificate of incorporation provides that the Company
will indemnify its current and former directors and officers from and against
all liabilities and reasonable expenses that they incur in connection with or
resulting from any claims, actions, suits or proceedings to the extent that
indemnification is not inconsistent with Delaware law. The Company also
provides directors' and officers' liability insurance coverage for the acts and
omissions of its directors and officers. In order to be entitled to
indemnification under the provisions of the certificate of incorporation, a
director or officer of the Company must be wholly successful with respect to
the claim, action, suit or proceeding or have acted in good faith in what he or
she reasonably believed to be the best interests of the Company, or with
respect to a criminal action or proceeding, must have had no reasonable cause
to believe that his or her conduct was unlawful. Prior to the final
disposition of a claim, action, suit or proceeding, the Company will advance
expenses incurred by a current or former director or officer if the director or
officer provides the Company with an undertaking to repay the amount advanced
if he or she is not entitled to indemnification after the final disposition.
The Company's certificate of incorporation provides that a director
will not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director except for breach of the
director's duty of loyalty to the Company or its stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for unlawful payment of a dividend or unlawful stock
purchase or redemption under the Delaware General Corporation Law or for any
transaction from which the director derived an improper personal benefit.
While this provision provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate that
duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
------- --- ----------- -- -------
<S> <C> <C>
4.1 -- Restated Certificate of Incorporation of the Company (incorporated herein
by reference to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991 and filed with the Commission on March 26,
1992).*
4.2 -- Amended and Restated Bylaws of the Company (incorporated herein by
reference to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 and filed with the Commission on March 18,
1998).*
</TABLE>
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<TABLE>
<S> <C> <C>
5.1 -- Opinion of counsel as to the legality of the securities being registered.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Jenner & Block (included in Exhibit 5.1).
24.1 -- Power of Attorney.
</TABLE>
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* Incorporated by reference.
ITEM 9. UNDERTAKINGS
The Company hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) That, for the purpose of determining any liability
under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
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unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
INDEX NO. DESCRIPTION
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<S> <C>
4.1 Restated Certificate of Incorporation of the Company (incorporated herein
by reference to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991 and filed with the Commission on March 26,
1992).*
4.2 Amended and Restated Bylaws of the Company (incorporated herein by
reference to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 and filed with the Commission on March 18,
1998).*
5.1 Opinion of counsel as to the legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Jenner & Block (included in Exhibit 5.1).
24.1 Power of Attorney.
</TABLE>
* Incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filling on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Falls Church, State of Virginia, on this __ Day of
July, 1999.
GENERAL DYNAMICS CORPORATION
By: *
-----------------------------------------
Nicholas D. Chabraja
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the __ day of July, 1999.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman, Chief Executive
Officer and Director
* (Principal Executive Officer) July __, 1999
--------------------------------------------
Nicholas D. Chabraja
President and Chief
* Operating Officer July __, 1999
--------------------------------------------
James E. Turner, Jr.
Senior Vice President and
Chief Financial Officer
* (Principal Financial Officer) July __, 1999
--------------------------------------------
Michael J. Mancuso
Vice President and Controller
* (Principal Accounting Officer) July __, 1999
--------------------------------------------
John W. Schwartz
* Director July __, 1999
--------------------------------------------
Julius W. Becton, Jr.
* Director July __, 1999
--------------------------------------------
James S. Crown
</TABLE>
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<TABLE>
<S> <C> <C>
* Director July __, 1999
--------------------------------------------
Lester Crown
* Director July __, 1999
--------------------------------------------
Charles H. Goodman
* Director July __, 1999
--------------------------------------------
George A. Joulwan
* Director July __, 1999
--------------------------------------------
Paul G. Kaminski
* Director July __, 1999
--------------------------------------------
James R. Mellor
* Director July __, 1999
--------------------------------------------
Carl E. Mundy, Jr.
* Director July __, 1999
--------------------------------------------
Carlisle A.H. Trost
</TABLE>
- - ---------------------------------------
* By David A. Savner pursuant to Power of Attorney executed by the
persons listed above, which Power of Attorney has been filed with the
Securities and Exchange Commission.
<TABLE>
<S> <C> <C>
/s/ David A. Savner July 27, 1999
----------------------------------------------
David A. Savner
Attorney-in-Fact
</TABLE>
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Exhibit 5.1
[JENNER & BLOCK LETTERHEAD]
July 27, 1999
General Dynamics Corporation
3190 Fairview Park Drive
Falls Church, Virginia 22042-4253
Ladies and Gentlemen:
We have acted as counsel to General Dynamics Corporation, a Delaware
corporation ("General Dynamics"), in connection with the Post Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (No.
333-80213) (the "Registration Statement") filed by General Dynamics under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
relating to the registration of 4,110,100 shares (the "Shares") of the Common
Stock, par value $1.00 per share, of General Dynamics.
In arriving at the opinions expressed below, we have examined and
relied upon, and assumed the accuracy and completeness of, without independent
verification, the facts, information, covenants and representations contained
in originals or copies of certain documents, certified or otherwise identified
to our satisfaction, and other written and oral information of or from the
representatives of the Company and others and assume compliance on the part of
all parties to the documents with their covenants and agreements contained
therein.
Based on the foregoing, we hereby advise you that in our opinion the
shares have been duly authorized by General Dynamics and will, when issued,
delivered and paid for in accordance with the provisions of the plans and the
applicable option agreements thereunder, be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission and certain other oral and written
information thereunder.
Very truly yours,
JENNER & BLOCK
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 1 on Form S-8
to the Form S-4 Registration Statement (No. 333-80213) of General Dynamics
Corporation of our report dated March 2, 1999 incorporated by reference in
General Dynamics Corporation's Form 10-K for the year ended December 31, 1998
and to all references to our Firm included in or made part of this registration
statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
July 27, 1999
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 Registration Statement (No. 333-80213)
of General Dynamics Corporation of our reports dated February 1, 1999 (March 1,
1999 as to Note 16), appearing in and incorporated by reference in the Annual
Report on Form 10-K of Gulfstream Aerospace Corporation for the year ended
December 31, 1998.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 26, 1999
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and/or directors of the General Dynamics Corporation hereby
constitutes and appoints Nicholas D. Chabraja, Michael J. Mancuso and David A.
Savner, and each of them, as his true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and resubstitution, for him
in his name, place and stead, in any and all applicable capacities, to sign a
registration statement or an amendment to a registration statement (including,
without limitation, a registration statement on Form S-8 or a Post-Effective
Amendment on Form S-8 to Form S-4) to register shares of common stock of
General Dynamics Corporation issuable following consummation of the merger of
Tara Acquisition Corporation (a wholly-owned subsidiary of General Dynamics
Corporation) with and into Gulfstream Aerospace Corporation upon the exercise
of stock options granted by Gulfstream Aerospace Corporation, and any and all
amendments to such registration statement and any and all documents in
connection therewith, and to file the same, all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with such registration statement, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies, approves and
confirms all that his said attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
This Power of Attorney may be signed in two or more counterparts and
all such counterparts together will constitute one and the same document.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
Chairman, Chief Executive Officer
/s/ NICHOLAS D. CHABRAJA and Director (Principal Executive
-------------------------- Officer) July 27, 1999
Nicholas D. Chabraja
/s/ JAMES E. TURNER President and Chief Operating
-------------------------- Officer July 27, 1999
James E. Turner
Senior Vice President and Chief
/s/ MICHAEL J. MANCUSO Financial Officer (Principal
-------------------------- Financial Officer) July 27, 1999
Michael J. Mancuso
/s/ JOHN W. SCHWARTZ Vice President and Controller
-------------------------- (Principal Accounting Officer) July 27, 1999
John W. Schwartz
/s/ JULIUS W. BECTON, JR. Director July 21, 1999
--------------------------
Julius W. Becton, Jr.
/s/ JAMES S. CROWN Director July 21, 1999
--------------------------
James S. Crown
/s/ LESTER CROWN Director July 22, 1999
--------------------------
Lester Crown
/s/ CHARLES H. GOODMAN Director July 25, 1999
--------------------------
Charles H. Goodman
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ GEORGE A. JOULWAN Director July 25, 1999
--------------------------
George A. Joulwan
/s/ PAUL G. KAMINSKI Director July 25, 1999
--------------------------
Paul G. Kaminski
/s/ JAMES R. MELLOR Director July 27, 1999
--------------------------
James R. Mellor
/s/ CARL E. MUNDY, JR. Director July 22, 1999
--------------------------
Carl E. Mundy, Jr.
/s/ CARLISLE A.H. TROST Director July 27, 1999
--------------------------
Carlisle A.H. Trost
</TABLE>
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